STAMFORD, Conn. and Lanham, MD April 13, 2004 –
Pitney Bowes Inc. (NYSE:PBI) today signed a
definitive agreement to acquire all of the outstanding
shares of Group 1 Software, Inc. (Nasdaq:GSOF) for $23
per share, which net of cash on Group 1’s balance
sheet, will cost the company approximately $321 million.
Group 1 Software is an industry leader in software that
enhances mailing efficiency, data quality and customer
communications. Group 1 will become a wholly-owned subsidiary
of Pitney Bowes within its Global Enterprise Solutions
segment, continuing to operate under its current management.
Subject to approval by Group 1’s stockholders
and completion of other conditions, the transaction
is expected to close in the third calendar quarter of
2004. Upon completion, Pitney Bowes expects the acquisition
to be neutral to accretive to earnings, excluding integration
costs, and cash earnings positive in its first twelve
months.
This acquisition enhances
Pitney Bowes’ ability to execute its growth strategies
and deliver added value to customers worldwide, according
to Michael J. Critelli, Chairman and CEO of Pitney Bowes.
“The acquisition of Group 1 Software supports
the areas we have previously identified for sustained
growth in customer and shareholder value – mailstream
expansion, document management, global penetration and
cross-selling. Software is an increasingly important
part of our value proposition for mailers. Group 1 has
a broad range of address management, data quality, document
generation and delivery and marketing campaign management
software applications that complement our existing mailing
software business and products. These capabilities have
become even more important in light of the U.S. Postal
Service’s recent focus on intelligent mail and
address quality. It will also expand our mail stream
participation by adding 3,000 high- and mid-volume mailing
customers worldwide.”
Mr. Critelli continued,
“One of the ways we plan to grow our document
management presence is by integrating mail and documents
enterprise-wide across multiple customer touch points
and business processes, which we call customer communications
management (CCM). We feel Group 1’s suite of solutions
helps lay the foundation for profitable expansion in
the $4 billion, and growing, CCM market. Its extensive
product line, infrastructure and strong presence outside
of the U.S. will enable us to expand our range of mailstream
solutions worldwide and also offers an opportunity for
cross-selling to our respective customer bases. Our
brand promise is engineering the flow of communicationTM
. In other words, we help organizations of all sizes
get the right message to the right customer or prospect
at the lowest possible cost. The acquisition of Group
1 enhances our ability to add value to every piece of
mail and its contents by reducing its costs, increasing
its effectiveness, and enhancing its impact on customer
relationships.”
Group 1 Software, headquartered
in Lanham, Maryland, began providing postal and direct
mail software in 1982. It has a suite of data quality,
mailing efficiency, customer communications management
and data integration applications that help organizations
worldwide maximize the value of their customer and other
data. It has leveraged its leadership position in high
volume mailing related software by extending into customer
communications and data quality solutions that integrate
and deliver data across the enterprise. Group 1 offers
solutions utilized by leaders in the financial services,
banking, retail, telecommunications, utilities, insurance
and other industries. The company employs approximately
600 employees worldwide with sales offices in the U.S.,
Canada, U.K. and Europe, Japan, South Korea, Singapore,
Malaysia, and China, and development centers in Lanham,
MD, Austin, TX, Minneapolis, MN, Boulder, CO, Mountain
View, CA, Toronto, Canada, and Watford, UK. Group 1
uses distributors for those countries in which it does
not have sales offices.
According to Bob Bowen,
CEO of Group 1 Software, “We touch growing markets
with $8 billion in current revenue and we view this
transaction as a very positive step toward growing our
participation in these markets. Pitney Bowes’
expertise, range of solutions and strong brand recognition
in mailing solutions will enable us together to improve
the efficiency and effectiveness of customer communications.”
Management of Pitney
Bowes will discuss this transaction in a conference
call today scheduled for 8:30 a.m. EDT. Visit www.pb.com/acquisition
for more information and a link to the conference call
over the web.
Group 1 provides industry-leading
technologies that allow businesses to cleanse and enrich
their corporate data, generate personalized customer
communications and integrate and deliver data across
the enterprise. These technologies are essential components
of enterprise applications including customer relationship
management (CRM), enterprise resource planning (ERP)
and business intelligence systems. The company's customer
base includes such recognized names as Entergy, GEICO,
L.L. Bean, MapQuest, QVC, Siemens, Wal-Mart and Wells
Fargo. For more information about Group 1, visit the
company's web site at http://www.g1.com.
Pitney Bowes is a $4.6
billion global provider of integrated mail and document
management solutions headquartered in Stamford, Connecticut.
The company serves over 2 million businesses of all
sizes in more than 130 countries through dealer and
direct operations. For more information please visit
www.pb.com.
Group 1 will file a proxy
statement and other documents regarding the proposed
merger described in this press release with the U.S.
Securities and Exchange Commission ("SEC").
Stockholders are urged to read the proxy statement when
it becomes available, because it will contain important
information about Group 1, the proposed transaction
and related matters. A definitive proxy statement will
be sent to security holders of Group 1 seeking their
approval of the transaction. Stockholders may obtain
a free copy of the definitive proxy statement, when
available, and other documents filed by Group 1 and
Pitney Bowes Inc. with the SEC at the SEC's web site
at www.sec.gov.
Group 1, Pitney Bowes
Inc. and their directors, executive officers and certain
members of management and other employees may be deemed
to be participants in the solicitation of proxies of
Group 1 stockholders to approve the proposed merger.
Such individuals may have interests in the merger, including
as a result of holding options to purchase or shares
of Group 1 stock. Certain information regarding the
participants and their interest in the solicitation
is set forth in the proxy statement for Group 1's 2003
and Pitney Bowes' 2004 annual meeting of stockholders
filed with the SEC on August 5, 2003 and March 25, 2004,
respectively, and the Form 4s filed by Group 1's and
Pitney Bowes' directors, executive officers and certain
members of management and other employees since such
dates. Stockholders may obtain additional information
regarding the interests of such participants by reading
the proxy statement relating to the proposed transaction
when it becomes available.
The statements contained
in this news release that are not purely historical
are forward-looking statements with the meaning of Section
27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These statements
may be identified by their use of forward-looking terminology
such as the words "expects," "anticipates,"
"intends" and other similar words. Such forward-looking
statements include, but are not limited to, statements
about growth strategies, market expansion, etc. Such
forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially
from those projected. These risks and uncertainties
include, but are not limited to: severe adverse changes
in the economic environment, timely development and
acceptance of new products or gaining product approval;
successful entry into new markets; changes in interest
rates; and changes in postal regulations, as more fully
outlined in the company's 2003 Form 10-K Annual Report
filed with the Securities and Exchange Commission. In
addition, the forward-looking statements are subject
to change based on the timing and specific terms of
any announced acquisitions. The forward-looking statements
contained in this news release are made as of the date
hereof and we do not assume any obligation to update
the reasons why actual results could differ materially
from those projected in the forward-looking statements.
Contact
Sheryl Y. Battles
Pitney Bowes Inc.
VP, Corporate Communications
203-351-6808
Charles F. McBride
Pitney Bowes Inc.
Exec. Director, Investor Relations
203-351-6349
Mark Funston
Group 1 Software
Chief Financial Officer
301-918-0381
David Peikin
Group 1 Software
Corporate Communications Manager
301-918-0818
Analyst
Reports